SAN JOSE, Calif., Aug. 13, 2018 /PRNewswire/ — (NASDAQ: VIAV) Viavi Solutions Inc. (“VIAVI”) reminds holders of its 0.625% Senior Convertible Notes due 2033 (CUSIP No. 46612J AF8) (the “Notes”) that their previously announced right to surrender their Notes for purchase by VIAVI pursuant to their option (the “Put Option”) under the Indenture governing the Notes expires at 12:00 midnight, New York City time, at the end of the day on Tuesday, August 14, 2018 (the “Expiration Date”).
To surrender Notes for repurchase pursuant to the Put Option, holders should submit their notice (a “Repurchase Notice”) of their exercise of the Put Option in accordance with the previously announced delivery instructions, which for convenience are repeated at the end of this press release. VIAVI notes that under customary DTC transmittal procedures, should holders of the Notes wish to submit their Repurchase Notice after the closure of DTC’s participant terminal system under the Automated Tender Offer Program (“ATOP”) at 5:00 pm, New York City time, such holders may alternately deliver their Repurchase Notice via e-mail addressed to both DTC and Wells Fargo Bank, National Association, as the trustee for the Notes, as provided below.
VIAVI will accept for payment all validly surrendered and not validly withdrawn Notes promptly upon expiration of the Put Option. On August 15, 2018 (the “Repurchase Date”), VIAVI will deposit with the Paying Agent for the Notes an amount of cash sufficient to pay the aggregate repurchase price for all Notes that have been validly surrendered for repurchase and not validly withdrawn.
Delivery Instructions for Repurchase Notice for the Notes
As previously announced, Wells Fargo Bank, National Association, as the trustee for the Notes (the “Trustee”), is serving as the paying agent (the “Paying Agent”) in connection with the Put Option. In order to exercise the Put Option, or validly withdraw Notes previously surrendered, a holder must follow the procedures set forth in the Company Repurchase Notice, dated July 18, 2018, as amended on July 25, 2018, previously delivered to all registered holders. Copies of the Company Repurchase Notice and additional information relating to the procedure for the surrender of the Notes may be obtained from Wells Fargo Bank, National Association by calling 1 (800) 344-5128.
The Trustee has informed the Company that, as of the date of the Company Repurchase Notice, all custodians and beneficial holders of the Notes hold the Notes through The Depository Trust Company (“DTC”) accounts and that there are no certificated Notes in non-global form. Accordingly, all Notes surrendered for repurchase in the Put Option must be delivered through the transmittal procedures of DTC’s ATOP, subject to the terms and conditions of that system, which include the acceptance of the Put Option by email of Repurchase Notices to DTC, with a copy to the Trustee, sent after 5:00 p.m., New York City time, on August 14, 2018, and received by DTC and the Trustee before the Expiration Date. Beneficial owners of Notes are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in the Put Option, or validly withdraw Notes previously surrendered, before the Expiration Date. The deadlines set by any such intermediary and DTC for the submission and withdrawal of such instructions may be earlier than the relevant deadlines specified above.
The Trustee and Paying Agent for the Notes is Wells Fargo Bank, National Association, and for purposes of the Company Repurchase Notice, its address is:
Wells Fargo Bank, National Association
600 South Fourth Street
Minneapolis, MN 55402
By Facsimile Transmission: (612) 667-6282
Telephone: (800) 344-5128
Holders submitting a Repurchase Notice to DTC and the Trustee by e-mail must submit the DTC manual instruction form, with appropriate indemnification, along with the Repurchase Notice before DTC will process the request. Additional information regarding submitting Repurchase Notices through DTC may be obtained by calling the DTC Customer Support Center at 1 (888) 382-2721; choose Option 4, followed by Option 2.
This press release is for information only and is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities of VIAVI. The offer to repurchase the Notes pursuant to the Put Option will be only pursuant to, and the Notes may be surrendered only in accordance with, the Company Repurchase Notice and related materials.
This press release contains forward-looking statements that relate to risks and uncertainties that could cause actual results to differ materially from those projected. Such statements may include, without limitation, statements regarding the Put Option. These forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, without limitation, the following: (i) general market conditions, including market factors affecting the price of bonds and equity securities, (ii) the amount of cash generated from the business, (iii) prevailing interest rates, (iv) VIAVI’s expectations regarding how the Put Option will be financed and (v) the existence of alternative uses for VIAVI’s cash.
For more information on these and other risks affecting VIAVI’s business and any forward-looking statements, please refer to the “Risk Factors” section included in Part I, Item 1A of VIAVI’s Annual Report on Form 10-K for the year ended July 1, 2017 filed with the Securities and Exchange Commission (“SEC”) on August 29, 2017, and other reports filed from time to time with the SEC. The forward-looking statements contained in this news release are made as of the date hereof and VIAVI does not assume any obligation to update such statements.
About Viavi Solutions
VIAVI (NASDAQ: VIAV) is a global provider of network test, monitoring and assurance solutions to communications service providers, enterprises, network equipment manufacturers, civil, government, military and avionics customers, supported by a worldwide channel community including VIAVI Velocity Partners. We deliver end-to-end visibility across physical, virtual and hybrid networks, enabling customers to optimize connectivity, quality of experience and profitability. VIAVI is also a leader in high performance thin film optical coatings, providing light management solutions to anti-counterfeiting, consumer electronics, automotive, defense and instrumentation markets. Learn more about VIAVI at www.viavisolutions.com. Follow us on VIAVI Perspectives, LinkedIn, Twitter, YouTube and Facebook.
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